<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 1999
OMNOVA Solutions Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Ohio 1-15147 34-1897652
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
175 Ghent Road, Fairlawn, Ohio 44333-3300
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
330-869-4200
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
Item 5. Other Events.
- ----------------------
Attached hereto as Exhibit 99 and incorporated herein by reference is
the text of the press release of GenCorp Inc. ("GenCorp") released on September
17, 1999. In its press release, GenCorp announced that its Board of Directors
had given their final approval to the spin-off of OMNOVA Solutions Inc. ("Omnova
Solutions"), a wholly owned subsidiary to which GenCorp will transfer its
polymer products businesses and other corporate assets. The transaction is
described more fully in Omnova Solutions' Form 10.
Prior to the spin-off, Omnova Solutions anticipates that it will borrow
approximately $200 million under its credit agreement with Bank of America, N.A.
At the same time, Omnova Solutions will declare and distribute to GenCorp a
special dividend in the amount of approximately $200 million. GenCorp has
informed Omnova Solutions that GenCorp will use this money to repay debt.
Item 7. Exhibits.
- ------------------
Exhibit
Number Exhibit Description
- ------ -------------------
99 Press release dated September 17, 1999 regarding final approval
of spin-off of GenCorp's Polymer Products businesses.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
OMNOVA Solutions Inc.
Date: September 24, 1999 By: /s/Cynthia A. Slack
---------------------------
Name: Cynthia A. Slack
Title: Secretary
2
<PAGE> 3
Exhibit Index
-------------
Exhibit
99 Press release dated September 17, 1999 regarding final approval
of spin-off of GenCorp's Polymer Products businesses.
3
<PAGE> 1
Exhibit 99
[GENCORP LOGO]
Contact: Sandi Noah
Communications
(330) 869-4292
Mike Hicks
Investor Relations
(330) 869-4411
FOR IMMEDIATE RELEASE
---------------------
GENCORP'S BOARD OF DIRECTORS GIVES FINAL APPROVAL TO SPIN-OFF
OF POLYMER PRODUCTS BUSINESSES
FAIRLAWN, OHIO, SEPTEMBER 17, 1999 (NYSE: GY) - GenCorp's Board of
Directors today gave final approval to the spin-off of OMNOVA Solutions Inc., a
wholly-owned subsidiary to which GenCorp will transfer its Decorative & Building
Products and Performance Chemicals businesses. After the spin-off, GenCorp will
continue to operate Aerojet, its existing aerospace, defense and fine chemicals
segment, and its Vehicle Sealing business unit. At its special meeting on
Friday, the Board declared a dividend payable in one share of OMNOVA Solutions
common stock for each share of GenCorp common stock held on the September 27,
1999 record date. The distribution date for OMNOVA certificates will be October
1.
OMNOVA Solutions will be listed on the New York Stock Exchange under
the ticker symbol OMN. "When-issued" trading is expected to commence on
September 27 with regular way trading beginning on October 1.
"It is exciting to have this long process behind us so that we can
begin to take advantage of the opportunities made possible by the spin-off,"
said John Yasinsky, GenCorp Chairman and CEO who will become Chairman and CEO of
OMNOVA Solutions on October 1. "Operating as two focused, independent
- turn for GenCorp Ad 1 -
<PAGE> 2
GenCorp Ad 1
companies, we believe both GenCorp and OMNOVA will be better able to tailor
capital investments and resources to particular business requirements, more
aggressively pursue growth and operate more efficiently. The potential to create
greater value for our shareholders, customers and employees was the driving
force behind the spin-off and will lead our efforts to succeed going forward."
GenCorp announced its plan to spin off its Decorative & Building
Products and Performance Chemicals businesses in December 1998. Since then, the
Company has satisfied all the conditions set by the Board of Directors for the
spin-off. The Internal Revenue Service issued a ruling in July that the spin-off
will be a tax-free transaction. GenCorp shareholders approved the plan at a
special shareholders' meeting on September 8, 1999. Holders of less than 1% of
GenCorp common stock have exercised purported dissenters rights. Also in
September, the OMNOVA Solutions Registration Statement on Form 10 will become
effective.
After the spin-off, OMNOVA Solutions will be a company with
approximately $766 million in sales and 2,600 employees worldwide. It will be
headed by Chairman and CEO John Yasinsky and will be headquartered in Fairlawn,
Ohio, where the OMNOVA businesses have long-standing ties and a strong
commitment to the Akron-area community. GenCorp will move its headquarters to
Sacramento, California, where its Aerojet business is based. Aerojet's current
President, Robert Wolfe, will become Chairman and CEO of GenCorp as of the
spin-off. New GenCorp will have over $1 billion in sales with 7,300 employees
worldwide.
# # #
Company News On-Call: http://www.prnewswire.com
For a fax call 800-758-5804, ext. 347350
Web site: http://www.gencorp.com
